Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any Patents or misappropriation of trade secret rights of any Third Party that is threatened, made or brought against either Party by reason of the development, manufacture, use, sale, offer for sale, importation or exportation of the Product in the Territory.
(b) In the event of the institution of any suit by a Third Party against either Party for Patent infringement involving the development, manufacture, use, sale, offer for sale, importation or exportation by or on behalf of Zogenix, its Affiliates or Sublicensees of the Product in the Territory after the Effective Date, Zogenix shall be responsible for the defense of any such suit and, subject to the terms of this Section 9.6, Zogenix shall control such defense. Zogenix shall select defense counsel and, provided that Zogenix can do so without compromising attorney-client privilege, regularly consult with Durect and its counsel to keep them reasonably informed on the progress and status of the suit. Durect shall assist Zogenix and cooperate in any such litigation [* * *]. No settlement, compromise or other disposition of any such proceeding that subjects Durect to an injunction or requires Durect to contribute to any monetary payment or otherwise materially and adversely affect Durect’s rights hereunder shall be entered into without Durect’s prior written consent, which consent will not be unreasonably withheld or delayed. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(c) [* * *], [* * *]; provided, however, [* * *].
(d) In the event a Third Party threatens suit against either Party for Patent infringement involving the development, manufacture, use, sale, offer for sale, importation, exportation, license or marketing of the Product in the Territory, the Parties shall confer with respect to the appropriate course of action, and if they determine that a declaratory action is warranted, then with respect to such action, the provisions of this Section 9.6 shall apply thereto with respect to the prosecution of such action and the defense of any claims asserted in response thereto.
(e) In the event that either Party becomes aware of a Third Pa...
Patent Infringement Claims. If either Party receives a claim by a Third Party that any KBC or component thereof infringes a patent or misappropriates any other right of the third Party, then such Party shall notify the other Party promptly in writing within fifteen (15) days of receipt of such claim and the Parties shall provide each other with all reasonable information available to them for the defense of such claim. GP shall promptly suspend manufacture of any KBC for BMX after receipt of notice of an infringement claim, unless BMX (i) expressly instructs GP to continue to manufacture such KBC and (ii) agrees to indemnify, protect, and hold harmless GP as to the subject matter of the infringement claim with respect to the continuing manufacture of such KBC.
Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party which is threatened, made or brought against either Party by reason of the development, manufacture, use or sale of any Product by either Party. Ignyta shall be responsible for defense of all such claims against Ignyta in the Territory except as otherwise provided in Article 12.
(b) In any suit, action or proceeding referred to in this Section 10.7 (regardless of which Party commences or defends), each Party shall, at its own expense, fully cooperate with the other Party and supply all assistance reasonably requested by the Party carrying on the proceeding, including providing the other Party with such witnesses, documents and records and other evidence as may be reasonably requested.
Patent Infringement Claims. Everest agrees that, after the Wrong Pockets Patent Term, prior to initiating any Legal Proceeding or assisting any Third Party in any Legal Proceeding against Newco or any of its Affiliates that involves or reasonably could be expected to involve claims of infringement of any Patent, the Parties shall discuss in good faith whether such Patent was used or practiced in the Newco Business in the Upstream Field or Shared Midstream Field as of the Effective Date (and therefore should have been included in the Everest Licensed Patents licensed to Newco and its Affiliates under this Agreement or the Newco Assets). If, in such good faith discussions, the Parties determine that such Patent was used or practiced in the Newco Business in the Upstream Field or Shared Midstream Field as of the Effective Date, unless otherwise mutually agreed upon by the Parties in writing, such Patent will be licensed to Newco and its Affiliates in accordance with the terms of the Reseller Agreement, subject to the terms and conditions of any licenses and other rights previously granted by or on behalf of Everest or any of its Affiliates to any Third Parties with respect to such Patent.
Patent Infringement Claims. If the development, registration, manufacture, use, marketing or sale of Licensed Products in a country in the Territory results in a Third-Party Claim of patent infringement, the parties agree to respond to and/or defend against the Third-Party Claim as follows:
Patent Infringement Claims. (a) Each Party shall promptly notify the other if any legal proceedings are commenced or threatened against either Party on the ground that the filing of a document with or representation to any Regulatory Authority relating to the Product or the manufacture, use, import, export, offer for sale, sale or distribution thereof hereunder (each, an "Infringement Action"), is an infringement of a Third Party's patent or other intellectual property rights.
(b) In the event that a Third Party brings an Infringement Action against LICENSEE or Nastech in respect of the Product, LICENSEE shall, at its own cost and expense, control and conduct the defense of such Infringement Action in its sole discretion, provided such costs and expenses shall be recouped in full [***]. In connection therewith, Nastech shall reasonably cooperate with LICENSEE and at the request of LICENSEE provide LICENSEE with any reasonably required assistance, including the provision and/or execution of any related documents or instruments and testimony by Nastech's officers, employees and agents, in connection with any such proceedings. LICENSEE shall, subject to applicable privilege reasonably applied as to which reasonable actions, such as joint defense agreements between Nastech and LICENSEE shall be taken, inform Nastech's counsel of the progress, prosecution and defense of such Infringement Actions and the court decisions rendered with respect thereto. LICENSEE shall also, at its discretion and expense which shall be recouped in full [***], have the right to seek a declaratory judgment of invalidity, non-infringement or unenforceability of Third Party patents if there are no infringement proceedings initiated by Third Parties regarding same.
Patent Infringement Claims. Amarillo will indemnify and hold Natrol and its customers harmless against any and all actions, suits, claims, demands or prosecutions that may be brought or instituted against Natrol or its customers based on any claim that the manufacture of SALIVE(TM) for Natrol infringes any patent or other intellectual property right provided that Natrol shall have first (a) promptly notified Amarillo in writing of any notice to Natrol or institution of any proceeding against it charging such infringement, and (b) at Amarillo's request, give all reasonable assistance in the defense of such claims.
Patent Infringement Claims. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
(a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party which is threatened, made or brought against either Party by reason of the development, manufacture, use or sale of any Product by either Party. Trovagene shall be responsible for defense of all such claims against Trovagene in the Territory except as otherwise provided in Article 12.
(b) In any suit, action or pro-ceeding referred to in this Section 10.7 (regardless of which Party commences or defends), each Party shall, at its own expense, fully cooperate with the other Party and supply all assistance reasonably requested by the Party carrying on the proceeding, including provid-ing the other Party with such witnesses, documents and records and other evi-dence as may be reasonably requested.
Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party which is threatened, made or brought against either Party by reason of the research, development, manufacture, use or sale of any Product.
(b) In any suit, action or proceeding referred to in this Section 9.6, each Party shall, at its own expense, fully cooperate with the other Party and use its reasonable efforts to supply all assistance reasonably requested by the Party carrying on the [*] CONFIDENTIAL TREATMENT IS REQUESTED proceeding, including providing the other Party with such witnesses, documents and records and other evidence as may be reasonably requested.
Patent Infringement Claims. 32 8.5. Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
